Product Shortage. If, during any month of the Term, Arena has insufficient quantities of the Finished Products to fill all Purchase Orders (excluding any Excess Orders) submitted by Eisai that require delivery during such month, Arena shall allocate and deliver to Eisai an amount of Finished Product equal to (a) the aggregate amount of Product available for delivery by Arena and its Affiliates in such month to all Persons worldwide, including Eisai, Affiliates of Arena and Third Parties, multiplied by (b) a fraction, the numerator of which is the aggregate amount of Finished Products delivered by Arena to Eisai during the six-consecutive month period prior to the month in which such shortage occurs, and the denominator of which is the aggregate amount of Products delivered by Arena to all Persons worldwide, including Eisai, Affiliates of Arena and Third Parties, during the six- consecutive month period prior to the month in which such shortage occurs. Compliance by Arena with this Section 6.18 shall not relieve Arena of any other obligation or liability under this Agreement.
Product Shortage. 13.1 EXELIXIS shall notify the applicable Regulatory Agency in the US, Canada and Japan of potential or known shortages in accordance with applicable regulations and regulatory expectations in those territories.
Product Shortage. Miltenyi shall promptly notify Autolus of any potential or anticipated shortfall in the manufacturing or inventory of any Miltenyi Product that may adversely affect the Delivery of such Miltenyi Product in accordance with Autolus’ forecast requirements and pending Purchase Orders therefor. If Miltenyi is unable to supply any Miltenyi Product subject to a pending Purchase Order for any reason, then the Parties shall, in good faith, seek to agree on a revised date (or dates) for Delivery and Miltenyi shall undertake efforts to mitigate the adverse impact on Autolus. In the case of a limited availability of any Miltenyi Product, in selling such Miltenyi Product, Miltenyi shall take into account the [***] of Miltenyi Products purchased by [***], and shall subject to reasonable ethical standards provide to Autolus [***] to Miltenyi Product consistent with such Miltenyi Product [***] and [***]. If due to the fault or error of Miltenyi or a Third-Party supplier or Subcontractor of Miltenyi or Force Majeure, Miltenyi fails to deliver any Miltenyi Product in the quantities specified in Autolus’ Purchase Order, Miltenyi shall use all Commercially Reasonable Efforts that may be necessary in order to minimize the shortfall, and deliver the ordered Miltenyi Product as soon as possible. If Miltenyi fails to propose a reasonably acceptable plan for the Delivery or if the delay is more than [***] days following the confirmed Delivery Date, Autolus may, at its reasonable election and notwithstanding anything to the contrary in the Agreement, [***] the Purchase Order(s) [***].
Product Shortage. In the event that (i) Chiron terminates this Supply Agreement in its entirety pursuant to Section 11.4 due to a material breach by Cubist of its obligation to supply Filled Products to Chiron pursuant to this Supply Agreement, (ii) such failure to supply meets the criteria of a Product Shortage, (iii) such failure to supply by Cubist was or is not due to the occurrence of a Force Majeure, and (iv) such material breach is not cured in accordance with the provisions of Section 11.4(a) of this Supply Agreement within the applicable cure period, then Chiron shall be entitled to exercise its rights under this Section 11.6, PROVIDED that, prior to exercising such rights, Chiron shall have given at least thirty (30) days prior written notice (the "SECTION 11.6
Product Shortage. If, during any month of the Term, Arena has insufficient quantities of the Products to fill all Purchase Orders (excluding any Excess Orders) submitted by Eisai that require delivery during such month, unless otherwise instructed by Eisai, Arena shall allocate and deliver to the Designated Distributors their entitlement to Product calculated in accordance with the Third Party Distributor Agreements and all other quantities to Eisai. Compliance by Arena with this Section 8.3 shall not relieve Arena of any other obligation or liability under this Agreement. ***Confidential Treatment Requested
Product Shortage. In the event of a shortage of Product, LXX will have the right to allocate its supply of Products among its distributors in any way that LXX considers reasonable. LXX will make reasonable efforts to supply Products to Distributor to fulfill Distributor’s contractual obligations pursuant to awarded tenders.
Product Shortage. A "PRODUCT SHORTAGE" shall occur if, at any time during the Term, the quantities of Filled Product that are not Defective Manufactured Product and that are supplied by Cubist to Chiron are less than (a) [*] of Chiron's requirements over a period of [*] or (b) [*] of Chiron's requirements over a period of [*], or (c) [*] of Chiron's requirements over a period of [*], and in each case such requirements were properly forecasted and ordered by Chiron pursuant to, and in accordance with, the provisions of Article 4 hereof. In the event of a Product Shortage, Chiron may terminate this Supply Agreement in accordance with the provisions of Section 11.4.
Product Shortage. With respect to any Product that is the subject of a Product Shortage, the Parties shall each receive [ * ] of Net Distribution Margin for such Product during the second and any subsequent calendar quarters in which such Product Shortage is in effect. Immediately following termination of a Product Shortage, the Net Distribution Margin for such Product shall be re- established at the percentages in effect immediately prior to the calendar quarter in which the Product Shortage first occurs. For purposes of this Section, a "Product Shortage" means any calendar quarter in which Supplier fails to supply, for any reason except for Force Majeure, at least [ * ] of all firm orders of a Product (the "Orders") for such calendar quarter, but if and only if such Orders (i) do not exceed the most recent forecast for such calendar quarter, (ii) are no greater than the level required to fill Product prescriptions dispensed in the Territory during such calendar quarter. If, however, Supplier fills all pending and new Orders which have been placed in accordance with the terms of this Agreement during the calendar quarter immediately following the calendar quarter in which such Product Shortage occurred, Supplier shall be deemed to have remedied the Product Shortage and no change in the Net Distribution Margin percentages will occur with respect to such Product Shortage. However, the first calendar quarter for which the Parties shall apply the Product Shortage test shall be the third calendar quarter after the calendar quarter in which the Launch Date for such Product occurs. Timing of Payments
Product Shortage. If VIVUS becomes aware of any circumstances that may cause VIVUS to be unable to deliver the forecasted or ordered quantities of Product, VIVUS shall provide Purchaser with prompt written notice of such inability. In the event of a Product Shortage, without prejudice to any other remedy Menarini may have under this Agreement, VIVUS shall be obliged to allocate the available Product among Purchaser and any other licensees and/or authorized distributors of Product worldwide, *** based on the volume of Product orders of Purchaser and such other licensees and distributors. The “volume of Product orders” will be calculated based on (a) orders for Product that were delivered during the preceding *** or that are then in transit (excluding in each case any orders where payment therefor is delinquent), and (b) the binding portion of any outstanding purchase orders or forecasts.
Product Shortage. If SWI becomes aware of any circumstances that may give rise to a Product Shortage for any Calendar Quarter, SWI shall provide Purchaser with prompt written notice thereof. In the event of a Product Shortage, without prejudice to any other remedy Purchaser may have under this Agreement, SWI shall be permitted to allocate the available Product among Purchaser and SANOFI, *** based on the volume of Product orders of Purchaser and such other licensees and distributors. The “volume of Product orders” will be calculated based on (a) orders for Product that were delivered during the preceding *** or that are then in transit (excluding in each case any orders where payment therefor is delinquent), and (b) the binding portion of any outstanding purchase orders or forecasts.
